Common use of Procedure upon Purchase Clause in Contracts

Procedure upon Purchase. (a) If the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given pursuant to subsection 14(a)(ii), (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor shall convey, or cause to be conveyed, the Property or applicable portion thereof (or, in the case of Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable limited or special warranty deed and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to by the Lessee). (b) On the Closing Date, the Lessee shall pay, or cause to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A", together with all Net Rent, Additional Rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price"), and the Lessor shall simultaneously (i) deliver to the Lessee or its designee the instruments referred to in this Section 15 with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to convey to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all charges incident to such conveyance, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counsel, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, and all applicable transfer taxes which may be imposed by reason of such conveyance and the delivery of said instruments (collectively, the "Closing Costs"). Upon the completion of any purchase of the Property pursuant to this Section 15, but not prior thereto, this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction except with respect to obligations and liabilities of the Lessee (actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date of purchase, and except as elsewhere provided herein. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".

Procedure upon Purchase. On or prior to the Purchase Date, the Company will deposit with the Trustee or with one or more paying agents (aor, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.04(b)) an amount of money sufficient to pay on the Purchase Date all the Debentures to be purchased on such date at the appropriate repurchase price, together with accrued interest to (but not including) the Purchase Date; provided, however, that if such payment is made on the Purchase Date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Debentures surrendered for purchase (and not withdrawn) prior to the Purchase Date will be made promptly (but in no event more than five (5) Business Days) following the Purchase Date by mailing checks for the amount payable to the holders of such Debentures entitled thereto as they shall appear on the registry books of the Company. If the Lessee shall deliver (paying agent holds money or is deemed securities sufficient to have delivered) an Offer pay the repurchase price of all Debentures to be purchased on such Purchase under Section 14(a)(i), the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or, if the Company is acting as its own paying agent, such money or such earlier date during the last six (6securities have been set aside, segregated and held in trust as provided in Section 5.04(b)) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given pursuant to subsection 14(a)(ii), (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; within two (2) in Business Days following the case of an Offer Purchase Date, then, on and after such Business Day, the Debentures shall cease to Purchase (covering either be outstanding, interest shall cease to accrue, whether or not the Debentures are delivered to the paying agent, and all other rights of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor Debentureholder under this Indenture and the Lessee. On the Closing DateDebentures shall terminate, upon receipt of the Offer Purchase Price, the Lessor shall convey, or cause to be conveyed, the Property or applicable portion thereof (or, in the case of Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable limited or special warranty deed and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to by the Lessee). (b) On the Closing Date, the Lessee shall pay, or cause to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A", together with all Net Rent, Additional Rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price"), and the Lessor shall simultaneously (i) deliver to the Lessee or its designee the instruments referred to in this Section 15 with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to convey to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions repurchase price thereof upon delivery of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all charges incident to such conveyance, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counsel, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, and all applicable transfer taxes which may be imposed by reason of such conveyance and the delivery of said instruments (collectively, the "Closing Costs"). Upon the completion of any purchase of the Property pursuant to this Section 15, but not prior thereto, this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction except with respect to obligations and liabilities of the Lessee (actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date of purchase, and except as elsewhere provided hereinDebentures. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".

Procedure upon Purchase. (a) If the Lessee Tenant shall deliver (purchase a Project or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a any portion of the Property given thereof pursuant to subsection 14(a)(ii)this Lease, (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor Landlord shall convey, convey or cause to be conveyedconveyed title thereto, the Property or applicable portion thereof (or, state of which shall be at least as good as the state of title which existed in Landlord with respect to Landlord's interests in the case applicable Project on the date on which this Lease commenced, except for liens and encumbrances created by, through, under or with the consent of CondemnationTenant, the remaining portion thereof) to the Lessee and Tenant or its designee by an appropriate recordable limited or special warranty deed shall accept such title, subject, however, to the condition of the applicable Project on the date of purchase, the Permitted Exceptions, all liens and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind encumbrances created or caused by the Lessor or any person claiming by, through through, under or under with the Lessor consent of Tenant and all applicable Legal Requirements, but not otherwise (except as consented to by free of the Lessee)lien of the Indenture and of liens and encumbrances resulting from acts of Landlord taken without the consent of Tenant. (b) On Upon the Closing Datedate fixed for any purchase of any interests in a Project or any portion thereof hereunder, Tenant shall, by wire transfer of immediately available funds, pay to Landlord, or as Landlord may direct in writing, the Lessee shall pay, or cause to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A"purchase price therefor specified herein, together with all Net Basic Rent, Additional Rent Rent, the Make Whole Premium (as hereinafter defined), if applicable, and other sums then accrued or due and payable hereunder relating with respect to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up applicable Project to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price")date of purchase, and there shall be delivered to Tenant a deed to or other conveyance of the Lessor shall simultaneously (i) deliver to the Lessee or its designee the instruments referred to interests in this Section 15 with respect to the Property or the applicable portions Project or portion thereof then being sold to Tenant and any other instruments reasonably necessary to convey the title thereto described in Section 3.1 (a) and to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned by Landlord pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement Tenant shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paidon an after-tax basis, (i) all charges incident to such conveyanceconveyance and assignment, including including, without limitation, reasonable attorneys' fees of Lessor's counsel and/or Agent's counselfees, and escrow fees, recording fees, any feestitle insurance premiums, costs or expenses incurred by the Lessor or Agent in connection with the same, transfer taxes and all other applicable transfer taxes (other than any income or franchise taxes of Landlord) which may be imposed by reason of such conveyance and assignment and the delivery of said instruments deed or conveyance and other instruments, (collectivelyii) all costs and expenses incurred by Landlord in connection with a defeasance of all or any portion of the indebtedness secured by the Indenture, including, without limitation, reasonable attorneys' fees and expenses of Landlord, Lender and the "Closing Costs"Rating Agencies (as hereinafter defined), any revenue, documentary stamp or intangible taxes, or any other tax or charge due in connection with the transfer or creation of the note or notes which evidence the indebtedness secured by the Indenture or the defeased indebtedness, and (iii) all costs and expenses associated with the release of the lien of the Indenture from the applicable Project. Upon the completion of any purchase of the Property pursuant to this Section 15, an entire Project (but not of any lesser interest than an entire Project) but not prior theretothereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Landlord), this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction Project, except with respect to obligations and liabilities of the Lessee (Tenant hereunder, actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date completion of purchase. The "Make Whole Premium" shall have the meaning set forth in the Indenture, or if not defined in the Indenture, shall mean the amount which Landlord is obligated to pay in excess of outstanding principal and except as elsewhere provided herein. (c) If less than all accrued interest in connection with a prepayment or defeasance of the Property is purchasedIndenture, which prepayment or defeasance arises as a result of the event giving rise to the Make Whole Premium. To the extent that the provisions of this Lease require Tenant to pay sums then accrued or due and payable hereunder with respect to a Project on a Lease Termination Date (as hereinafter defined) and such Lease Termination Date does not occur on the first day of calendar month, such accrued amounts shall remain in full force and effect as include all Basic Rent allocated to the remaining portions applicable Project (such amount to be determined by multiplying the then annual Basic Rent by a fraction, the numerator of which is the Propertyamount allocated to the applicable Project in Schedule G attached hereto and made a part hereof, and the Net denominator of which is the aggregate amount allocated in Schedule G to all Projects then subject to this Lease) from and including the first day of the calendar month during which such Lease TerminationDate occurs, through and including such Lease Termination Date (allocated on a per diem basis based on a 360 day year for the annual Basic Rent shall be adjusted as provided for on Exhibit "A"and the actual number of days elapsed).

Procedure upon Purchase. (a) If the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), purchase the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given Premises pursuant to subsection 14(a)(ii)Section 6.02 of this lease, (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor shall convey, convey or cause to be conveyedconveyed title thereto by special warranty deed, and subject only to this Lease, the Property or applicable portion thereof (or, in the case of Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable limited or special warranty deed and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear lien of any conveyancetaxes, mortgageexceptions subject to which the Premises were conveyed to Lessor, lease, exceptions created or Lien consented to or other adverse interest existing by reason of any kind created action or caused inaction by Lessee and all Legal Requirements, except Lessor shall satisfy any mortgage imposed on the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to Premises by the Lessee)Lessor. (b) On Upon the Closing Datedate fixed for any purchase of the Premises pursuant to Section 6.02 of this Lease, the Lessee shall pay, or cause pay to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase purchase price therefor specified herein in question as defined in Exhibit "A"immediately available funds, together with all Net Basic Rent, Additional Rent additional rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price")date of purchase, and the Lessor there shall simultaneously (i) deliver be delivered to the Lessee a special warranty deed, or its designee equivalent, or other conveyance of the instruments referred interests in the Premises then being sold to in this Section 15 with respect to the Property or the applicable portions thereof Lessee and any other instruments reasonably necessary to convey evidence the conveyance of title thereto described in Section 6.0l(a) and to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned by Lessor pursuant hereto, and (ii. c) convey, or cause to There shall be conveyed, to no adjustments at the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions closing of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property a purchase pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrumentthis Section 6.01. The Lessee shall also pay, or cause to be paid, pay all charges incident to such conveyanceconveyance and assignment, including including, without limitation, reasonable attorneys' fees of Lessor's counsel and/or Agent's counselfees, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, title insurance premiums and all applicable transfer taxes (not including any income, capital gain or franchise taxes of Lessor) which may be imposed by reason of such conveyance and assignment and the delivery of said instruments (collectively, the "Closing Costs")deed or conveyance and other instruments. Upon the completion of any purchase of the Property pursuant to this Section 15, entire Premises (but not of any lesser interest than the entire Premises) but not prior theretothereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Lessor), this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction terminate, except with respect to obligations and liabilities of the Lessee (hereunder, actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date completion of purchase, and except as elsewhere provided herein. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".

Procedure upon Purchase. (a) If In the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), the closing event of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (Leased Promises or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given pursuant to subsection 14(a)(ii), (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor shall convey, or cause to be conveyed, the Property or applicable portion thereof (orby Tenant pursuant Section 12 of this Lease, in the case of Condemnation, the remaining portion thereof) Landlord need not transfer and convey to the Lessee Tenant or its designee any better title thereto than existed on the date of the commencement of this Lease, and Tenant shall accept such title, subject, however, to all liens, encumbrances, charges, exceptions and restrictions on, against or relating to the Leased Premises and to all applicable Laws, but free of the lien of and security interest created by an appropriate recordable limited or special warranty deed any Mortgages and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyanceliens, mortgageencumbrances, leasecharges, exceptions and restrictions which have been created by or Lien resulted from acts of Landlord during the term of this Lease which were not consented to, requested by or other adverse interest resulting from the acts or omissions of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to by the Lessee)Tenant. (b) On Upon the Closing Date for any such purchase by Tenant of the Leased Premises or any portion thereof pursuant to any provisions of this Lease, Tenant shall pay to Landlord, or to any persons designated by Landlord in a written notice delivered by Landlord to Tenant not less than three (3) days prior to the Closing Date, the Lessee shall payby certified check, bank check or in federal funds, as Landlord may designate, at Landlord's address set forth above, or cause to be paidat any other place within the continental United States designated by Landlord, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A", together with all Net Rent, Additional Rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price")Price therefor specified herein, and the Lessor following shall simultaneously then occur: (i) Landlord shall deliver to Tenant a special warranty deed which describes the Lessee Leased Premises or the portion thereof then being sold to Tenant and conveys and transfers the title thereto which is described in subsection 23(a) above; (ii) Landlord shall deliver to Tenant such other instruments as shall be necessary to transfer to Tenant or its designee the instruments referred to in this Section 15 with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to convey to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned pursuant hereto, and (ii) convey, or cause sold by Landlord to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property Tenant pursuant to the Transaction Agreement this Lease; (iii) Tenant shall be released from the Property pay (or applicable portion thereofreimburse Landlord for) purchased by Lesseeall costs, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all fees and charges incident to such conveyanceconveyance and transfer, including including, without limitation, reasonable attorneys' fees of Lessor's counsel and/or Agent's counselfees, and escrow fees, recording fees, any feestitle insurance premiums, costs or expenses incurred by the Lessor or Agent in connection with the same, Mortgage prepayment penalties and all applicable transfer federal, state and local taxes (other than any income or franchise taxes levied upon or assessed against Landlord) which may be incurred or imposed by reason of such conveyance and transfer and by reason of the delivery and/or recording of said instruments such deed and such other instruments. (collectively, the "Closing Costs"). iv) Upon the completion of any the purchase of the Property Leased Premises pursuant to this Section 15the provisions hereof and the payment of the Purchase Price and all other amounts due Landlord, but not prior theretothereto (whether or not any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord), this Lease and all obligations hereunder (including the obligations to pay the Minimum Rental and additional charges) shall terminate with respect to the Property or the applicable portions thereof affected by such transaction Leased Premises, except with respect to actual or contingent obligations and liabilities of the Lessee (actual or contingent) (i) Tenant under Section 8 hereof, and (ii) this Lease which have arisen with respect to the Property arose on or prior to such date of purchase, and except as elsewhere provided hereinClosing Date. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".

Procedure upon Purchase. (a) If In the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), the closing event of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (Leased Premises or such earlier date during the last six (6) months of the Term as may be designated any portion thereof by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given Tenant pursuant to subsection 14(a)(ii)any provision of this Lease, (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer Landlord need not transfer and convey to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor shall convey, or cause to be conveyed, the Property or applicable portion thereof (or, in the case of Condemnation, the remaining portion thereof) to the Lessee Tenant or its designee any better title thereto than existed on the date of the commencement of this Lease, and Tenant shall accept such title, subject, however, to all liens, encumbrances, charges, exceptions, and restrictions on, against, or relating to the Leased Premises and to all applicable Laws, but free of the lien of and security interest created by an appropriate recordable limited or special warranty deed any Mortgages, and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyanceliens, mortgageencumbrances, leasecharges, exceptions, and restrictions which have been created by or resulted from acts of Landlord during the term of this Lease which were not consented to, requested by, or Lien resulting from the acts or other adverse interest omissions of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to by the Lessee)Tenant. (b) On Upon the Closing Date for any such purchase by Tenant of the Leased Premises or any portion thereof pursuant to any provisions of this Lease, Tenant shall pay to Landlord, or to any persons designated by Landlord in a written notice delivered by Landlord to Tenant not less than three (3) days prior to the Closing Date, the Lessee shall payby certified check, bank check, or cause to be paidin federal funds, to or electronic equivalent as Landlord may designate, at Landlord’s address set forth above, or at any other place within the Lessor continental United States designated by Landlord, the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A", together with all Net Rent, Additional Rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price")Price therefor specified herein, and the Lessor following shall simultaneously then occur: (i) Landlord shall deliver to Tenant a deed which describes the Lessee Leased Premises or the portion thereof then being sold to Tenant, and conveys and transfers the title thereto which is described in subsection 23(a) above; (ii) Landlord shall deliver to Tenant such other instruments as shall be necessary to transfer to Tenant or its designee the instruments referred to in this Section 15 with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to convey to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned sold by Landlord to Tenant pursuant heretoto this Lease; (iii) Tenant shall pay (or reimburse Landlord for) all costs, fees, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all charges incident to such conveyanceconveyance and transfer, including including, without limitation, reasonable attorneys' fees of Lessor's counsel and/or Agent's counselfees, and escrow fees, recording fees, any feestitle insurance premiums, costs or expenses incurred by the Lessor or Agent in connection with the samemortgage prepayment penalties, and all applicable transfer federal, state, and local taxes (other than any income or franchise taxes levied upon or assessed against Landlord) which may be incurred or imposed by reason of such conveyance and transfer and by reason of the delivery and/or recording of said instruments such deed and such other instruments. (collectively, the "Closing Costs"). iv) Upon the completion of any the purchase of the Property Leased Premises pursuant to this Section 15the provisions hereof and the payment of the Purchase Price and all other amounts due Landlord, but not prior theretothereto (unless any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord within the Landlord’s reasonable control), this Lease and all obligations hereunder (including the obligations to pay the Minimum Rental and additional charges) shall terminate with respect to the Property or the applicable portions thereof affected by such transaction Leased Premises, except with respect to actual or contingent obligations and liabilities of the Lessee (actual or contingent) (i) Tenant under Section 8 hereof, and (ii) this Lease which have arisen with respect to the Property arose on or prior to such date of purchase, and except as elsewhere provided hereinClosing Date. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".

Procedure upon Purchase. (a) If the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), The date of the closing of the Lessee's (or ----------------------- its designee's) purchase of the Mill I Property (the "Closing Date") shall be ------------ (i) on the Expiration Date pursuant to paragraph 27 hereof, or (ii) if the Lessee shall deliver (or such earlier date during the last six (6shall be deemed to have delivered) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given pursuant to subsection 14(a)(iiparagraph 14(a) hereof, on the next scheduled Payment Date following the date of Lessor's acceptance or deemed acceptance of such Offer to Purchase, or (iii) if the Lessee shall deliver (or be deemed to have delivered) an Offer to Purchase pursuant to paragraphs 12(b), (iii12(c) or 13(d), on the fifteenth day following the date of Lessor's acceptance or deemed acceptance of such Offer to Purchase, or (iv) if the Lessee shall pay the Offer Purchase Price pursuant to paragraph 19(h), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all date of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) Lessor's receipt of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the LesseePrice. On the Closing Date, upon receipt by the Agent of the Offer Purchase Price, the Lessor shall convey, or cause to be conveyed, the Mill I Property or applicable portion thereof (or, in the case of Casualty or Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable assignment of the leasehold interest in the Mill I Parcel, limited or special warranty deed and xxxx of sale to Mill I, the Mill I Improvements and the Mill I Alterations and assignment of the Facility Agreements (other appropriate conveyance documents than the rights of the Lessor to any indemnities thereunder), in each case containing no representation or warranty (expressed or implied) except that the Mill I Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to by the Lessee)Liens. (b) On the Closing Date, the Lessee shall pay, or cause to be paid, to the Lessor Agent (on behalf of the "Acquisition Price" Lessor) the Termination Value for the Property or the portion(s) thereof covered by Mill I Property, as specified in the Offer to Purchase in question as defined in Exhibit "A"related thereto, together with and all Net Fixed Rent, Additional Rent and other sums then due and payable hereunder and under the other Operative Documents relating to the Mill I Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) Date (such amounts, plus all amounts payable by Lessee pursuant to the following sentenceClosing Costs, are herein referred to as the "Offer Purchase Price"), and the Lessor shall simultaneously (i) deliver -------------------- to the Lessee or its designee the instruments referred to in this Section 15 paragraph 15(a) above with respect to the Mill I Property or the applicable portions thereof and any other instruments reasonably necessary to assign and convey to the Lessee or its designee the Mill I Property or the applicable portions thereof and assign all Facility Agreements related to the Mill I Property (other than any rights of the Lessor to any indemnities thereunder) and any other related property then required to be assigned pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds related to the Mill I Property and/or the right to receive the same attributable to same. Additionally, on the portions Closing Date, upon receipt of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Termination Value, Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all charges incident to such conveyance, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counsel, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, and all applicable transfer taxes which may be imposed by reason of such conveyance and the delivery Collateral Agent shall execute the releases and take the other actions described in Section 8.23(b) of said instruments the Participation Agreement. (collectively, the "Closing Costs"). c) Upon the completion of any purchase of the Mill I Property pursuant to this Section paragraph 15, but not prior thereto, this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction except with respect to obligations and liabilities of the Lessee (Lessee, actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Mill I Property or under the Operative Documents on or prior to such date of purchase, and except as elsewhere expressly provided hereinherein or in the other Operative Documents. (cd) If less than Notwithstanding any provisions of this Lease or the Participation Agreement to the contrary, the Lessee shall not be required to acquire title to the Mill I Property until such time that all necessary filings and notifications under the HSR Act or any similar Law shall have been made (including any filing or provision of required additional information or documents) and the waiting period referred to in the HSR Act applicable to such purchase shall have expired or been terminated (without any objection or prohibition of such purchase). The Lessee hereby covenants to use its best efforts to secure the prompt termination of such waiting period without objection or prohibition. Notwithstanding the foregoing, if the Lessee is precluded from acquiring the Mill I Property or any part thereof pursuant to the HSR Act or any similar Law, the Lessee shall pay the Termination Value attributable to the Mill I Property within the time and in the manner described in this paragraph 15 as a consequence of the Lessee's exercise or deemed exercise of its purchase option hereunder. However, if the Lessee pays the Termination Value in compliance with the preceding sentence, then Lessee shall be entitled to continue to lease the Mill I Property is purchased, for an additional rental payment of $1 per annum under the terms and provisions of this Lease shall remain in full force and effect as for an extended term expiring on the earlier to occur of (i) three (3) years from the date the Lessee delivers (or is deemed to have delivered) the Offer to Purchase or (ii) that date that the Lessee is no longer precluded from purchasing the Mill I Property pursuant to the remaining portions HSR Act or any similar Law. If Lessee does not purchase the Mill I Property prior to the expiration of such extended term, then Lessor shall thereafter sell the Mill I Property and distribute the proceeds from such sale in accordance with the Interparty Agreement. If, prior to the voluntary exercise by the Lessee of the Propertypurchase options hereunder, the Lessee is unable to obtain a ruling that a filing under the HSR Act or any similar Law is not required in order to consummate such purchase, then the Lessor shall execute such conditional sales contracts and other documents necessary to permit the Lessee to complete such filing before irrevocably exercising its purchase option. As a condition to executing such conditional sales contracts and other documents, the Lessee shall deliver to the Lessor an agreement obligating the Lessee to fully indemnify the Lessor from all liabilities, damages, costs and expenses arising from the execution of such documents and the Net Rent shall be adjusted as provided for on Exhibit "A"completion of such filing.

Procedure upon Purchase. (a) If the Lessee Tenant shall deliver (purchase one or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given more Projects pursuant to subsection 14(a)(ii)this Lease, (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor Landlord shall convey, convey or cause to be conveyedconveyed title thereto on an "as is, where is" basis and without recourse to or warranty by the Property or applicable portion thereof (orLandlord, in the case of Condemnation, the remaining portion thereof) to the Lessee and Tenant or its designee by an appropriate recordable limited or special warranty deed shall accept such title, subject to the condition of the applicable Project on the date of purchase, the Permitted Exceptions, all liens and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind encumbrances created or caused by the Lessor or any person claiming by, through through, under or under with the Lessor consent of Tenant and all applicable Legal Requirements (including, without limitation, the power of eminent domain), and subject to the same disclaimers as set forth in Section 1.1 (b), but not otherwise (except as consented to by free of the Lessee)lien of the Indenture and of liens and encumbrances resulting from acts of Landlord taken without the consent of Tenant. (b) On Upon the Closing Datedate fixed for any purchase of any Project, Tenant shall, by wire transfer of immediately available funds, pay to Landlord, or as Landlord may direct in writing, the Lessee shall pay, or cause to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A"purchase price therefor specified herein, together with all Net Basic Rent, Additional Rent Rent, the Make Whole Premium (as hereinafter defined), if applicable, and other sums then accrued or due and payable hereunder relating under this Lease with respect to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up applicable Project to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price")date of purchase, and there shall be delivered to Tenant a deed to or other conveyance of the Lessor shall simultaneously (i) deliver to the Lessee or its designee the instruments referred to interests in this Section 15 with respect to the Property or the applicable portions Project or portion thereof then being sold to Tenant and any other instruments reasonably necessary to convey the title thereto described in Section 3.1(a) and to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned by Landlord pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement Tenant shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paidon an after-tax basis, (i) all charges incident to such conveyanceconveyance and assignment, including including, without limitation, reasonable attorneys' fees of Lessor's counsel and/or Agent's counselfees, and escrow fees, recording fees, any feestitle insurance premiums, costs or expenses incurred by the Lessor or Agent in connection with the same, transfer taxes and all other applicable transfer taxes (other than any income or franchise taxes of Landlord) which may be imposed by reason of such conveyance and assignment and the delivery of said instruments deed or conveyance and other instruments, (collectivelyii) all costs and expenses (other than the Make Whole Premium) incurred by Landlord in connection with a defeasance of all or any portion of the indebtedness secured by the Indenture, including, without limitation, reasonable attorneys’ fees and expenses of Landlord, Lender and the "Closing Costs"Rating Agencies (as hereinafter defined), any revenue, documentary stamp or intangible taxes, or any other tax or charge due in connection with the transfer or creation of the note or notes which evidence the indebtedness secured by the Indenture or the defeased indebtedness, and (iii) all costs and expenses associated with the release of the lien of the Indenture from the applicable Project. Upon the completion of any purchase of the Property pursuant to this Section 15, an entire Project (but not of any lesser interest than an entire Project) but not prior theretothereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Landlord), this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction Project, except with respect to obligations and liabilities of the Lessee (Tenant under this Lease, actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date completion of purchasepurchase or which, pursuant to the provisions of this Lease, survive such termination. The “Make Whole Premium” shall have the meaning set forth in the Indenture, or if not defined in the Indenture, shall mean the amount which Landlord is obligated to pay in excess of outstanding principal and accrued interest in connection with a full or partial prepayment or defeasance of the Indenture, which prepayment or defeasance arises as a result of the event giving rise to the Make Whole Premium; provided that notwithstanding any other provision of this Lease to the contrary, Tenant shall not be liable to Landlord or Lender for any Make Whole Premium in the event of a purchase by Tenant of a Project pursuant to a Rejectable Offer (as hereinafter defined) in the event of a Major Casualty or Major Condemnation (as hereinafter defined). To the extent that the provisions of this Lease require Tenant to pay sums then accrued or due and payable under this Lease with respect to a Project on a Lease Termination Date (as hereinafter defined) and such Lease Termination Date does not occur on a Payment Date, such accrued amounts shall include all Basic Rent allocated to the applicable Project (such amount to be determined by multiplying the then annual Basic Rent by a fraction, the numerator of which is the allocated adjustment amount allocated to the applicable Project in Schedule G attached hereto and made a part hereof, and except as elsewhere provided herein. the denominator of which is the aggregate amount allocated in Schedule G to all Projects then subject to this Lease) from and including the immediately preceding Payment Date, through and including such Lease Termination Date (callocated on a per diem basis based on a 360-day year for the annual Basic Rent and the actual number of days elapsed) If less plus any additional interest (which may include interest attributable to a period subsequent to the Lease Termination Date if such Lease Termination Date is other than all the first day of a month (or such other date in which a loan payment is due under the Loan Agreement)) or other expenses payable under the Loan in connection with prepayment of the Property is purchasedLoan. Tenant acknowledges that, notwithstanding certain provisions permitting rights of purchase or substitution in connection with a Major Casualty, a Major Condemnation or a Project becoming Economically Obsolete, this Lease shall remain in full force is a single unitary master lease, that the entering into by Tenant of this single, unitary master lease was a material inducement to Landlord to purchase the Projects from the Seller and effect that Landlord would not have purchased any Project independently or the Projects as to a whole without the remaining portions inducement of the Propertythis single, and the Net Rent shall be adjusted as provided for on Exhibit "A"unitary master lease.

Procedure upon Purchase. (a) If the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), The date of the closing of the Lessee's purchase of Lessor's interest in the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1i) in the case of an Offer to Purchase covering all or a portion of purchase by the Property given Lessee pursuant to subsection 14(a)(ii), (iii), or (ivparagraph 14(c), on the Payment Date specified in fifth Business Day following the Partial Termination Notice, Early Termination NoticeLessee's delivery of notice of exercise of the Option to Purchase, or Termination Notice(ii) otherwise, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is occurring at least thirty (30) 15 days after delivery (or deemed delivery) following the date of Lessor's receipt of the Offer to Purchase to Lessor by Lessee. In any case notice of exercise in compliance with the Closing Date may be on such other date as may be mutually agreed upon by notice provisions of the Lessor and Participation Agreement, but in no event later than the LesseeExpiration Date. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor shall shall, subject to compliance with all Legal Requirements, convey, or cause to be conveyed, any and all of its right, title and interest in and to the Property or applicable portion thereof Property, (or, in the case of an occurrence of a Casualty or Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable limited or special warranty deed and other appropriate conveyance documents instruments of conveyance, containing no representation or warranty (expressed or implied) except that the Lessor's interest in the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except in connection with the arrangements contemplated by the Operative Documents or as otherwise consented to or created or caused by the LesseeLessee and except as to any interest created by the Lessor upon the exercise of any right hereunder upon any Event of Default or Event of Termination). (b) On the Closing Date, the Lessee shall pay, or cause to be paid, to the Lessor a price equal to the "Acquisition Price" for Capitalized Cost of the Property or the portion(s) thereof covered by the Offer to Purchase in question (as defined in Exhibit "A", Schedule B hereof) together with all Net Basic Rent, Additional Rent and all other sums then due and payable hereunder or under any of the Operative Documents relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, Date plus the Early Termination Fee (if applicable) all Closing Costs (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price"), and the Lessor shall simultaneously (i) deliver to the Lessee or its designee the instruments instrument(s) referred to in this Section 15 with respect to the Property or the applicable portions thereof subparagraph 15(a) above and any other instruments reasonably necessary to convey to the Lessee or its designee Lessor's interest in the Property or the applicable portions thereof (and assign all Real Estate Agreements to which Lessor is a party) (other than any indemnities thereunder) and any other related property then required to be assigned pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds related to the Property and/or the right to receive the same attributable to same. In the portions of event that the Property being transferred that have payments due under this paragraph are not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement paid in full when due, any moneys actually paid shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause deemed to be paid, all charges incident a payment after an Event of Default and shall not be deemed to such conveyance, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counsel, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, and all applicable transfer taxes which may be imposed by reason of such conveyance and the delivery of said instruments Purchase Price. (collectively, the "Closing Costs"). c) Upon the completion of any purchase of the Property pursuant to this Section paragraph 15, but not prior thereto, this Lease shall terminate with respect to terminate, or, at the Property or request and expense of the applicable portions thereof affected by such transaction Lessee, the Lessor shall transfer its interest in this Lease, in either case except with respect to obligations and liabilities of the Lessee (actual or contingent) (i) under Section 8 hereof, and (ii) contingent which have arisen with respect to the Property on or prior to such date of purchase, and except as elsewhere expressly provided herein. (cherein and as provided in Section 9.15(b) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A"Participation Agreement.

Procedure upon Purchase. (a) If the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), The date of the closing of the Lessee's purchase of the Property (the "Closing DateCLOSING DATE") shall be (i) on the Expiration Date pursuant to paragraph 27 hereof or (ii) if the Lessee shall deliver (or such earlier date during the last six (6shall be deemed to have delivered) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given pursuant to subsection 14(a)(ii)paragraph 14(a) hereof, on the next scheduled Payment Date following the date of Lessor's acceptance or deemed acceptance of such Offer to Purchase, (iii) if the Lessee shall deliver (or be deemed to have delivered) an Offer to Purchase pursuant to paragraphs 12(b), 13(b) or 18A hereof, on the fifteenth day following the date of Lessor's acceptance or deemed acceptance of such Offer to Purchase, or (iv) if the Lessee shall deliver (or be deemed to have delivered) an Offer to Purchase pursuant to paragraphs 14(d) or 19(h), on the Payment Date specified in fifth Business Day following the Partial Termination Notice, Early Termination Notice, date of Lessor's acceptance or Termination Notice, as applicable; (2) in the case deemed acceptance of an such Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the LesseePurchase. On the Closing Date, upon receipt by the Lessor of the Offer Purchase Price, the Lessor shall convey, or cause to be conveyed, the Property or applicable portion thereof (or, in the case of Casualty or Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable limited or special warranty deed and other appropriate conveyance documents containing bill of sale to the Property and Improvements, in each case containxxx no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, lease or Lien or other adverse interest of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except Permitted Encumbrances and as consented to or created or caused by the LesseeLessee and except as to any interest created by the Lessor upon the exercise of any right hereunder upon any Event of Default). (b) On the Closing Date, the Lessee shall pay, or cause to be paid, to the Lessor the "Acquisition Price" Termination Value for the Property or the portion(s) thereof covered by Property, as specified in the Offer to Purchase in question as defined in Exhibit "A"related thereto, together with and all Net Fixed Rent, Additional Rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) Date (such amounts, plus all amounts payable by Lessee pursuant to the following sentenceClosing Costs, are herein referred to as the "Offer Purchase PriceOFFER PURCHASE PRICE"), and the Lessor shall simultaneously (i) deliver to the Lessee or its designee the instruments referred to in this Section 15 paragraph 15(a) above with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to assign and convey to the Lessee or its designee the Property or the applicable portions thereof and assign all Facility Agreements related to the Property (other than any rights of the Lessor to any indemnities thereunder) and any other related property then required to be assigned pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds related to the Property and/or the right to receive the same attributable to the portions of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property same. (or applicable portion thereofc) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all charges incident to such conveyance, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counsel, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, and all applicable transfer taxes which may be imposed by reason of such conveyance and the delivery of said instruments (collectively, the "Closing Costs"). Upon the completion of any purchase of the Property in its entirety pursuant to this Section paragraph 15, but not prior thereto, this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction except with respect to obligations and liabilities of the Lessee (actual or contingent) (i) under Section 8 hereof, and (ii) contingent which have arisen with respect to the Property on or prior to such date of purchase, and except as elsewhere expressly provided herein. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".

Procedure upon Purchase. (a) If the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), purchase the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given ----------------------- Premises pursuant to subsection 14(a)(ii)this Article XI of this Lease, (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor shall convey, convey or cause to be conveyed, the Property or applicable portion thereof (or, in the case of Condemnation, the remaining portion thereof) to the Lessee or its designee conveyed title thereto by an appropriate recordable limited or good and sufficient special warranty deed and any other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that necessary instruments of conveyance, with covenants only against Lessor's acts, and subject only to this Lease, the Property or applicable portion thereof is free and clear lien of any conveyancetaxes, mortgageexceptions and encroachments set forth in the title insurance commitment delivered to Lessee upon execution of this Lease, leasewhich are listed in Schedule C attached hereto and made a part hereof (excluding the mortgages referred to therein), exceptions and encroachments created or Lien consented to or other adverse interest existing by reason of any kind created action or caused inaction by Lessee, and all Legal Requirements. Lessor shall provide an extended coverage endorsement over the Lessor or any person claiming by, through or under standard printed exceptions. Upon the Lessor but not otherwise (except as consented to by the Lessee). (b) On the Closing Purchase Date, the Lessee shall paypay to Lessor in immediately available funds, or cause subject to be paidthis Section, to (i) the Lessor the "Acquisition Price" for the Property or the portion(sPurchase Price plus, (ii) thereof covered by the Offer to Purchase in question as defined in Exhibit "A", together with all Net Basic Rent, Additional Rent additional rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Purchase Date, plus (iii) any prepayment fees or premiums which Lessor is required to pay to discharge the Early Termination Fee (current Mortgage, if applicable) (it is then encumbering the Property. In connection with such amountspayment, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price"), and the Lessor shall simultaneously (i) deliver to the Lessee or its designee the instruments referred to in this Section 15 with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to convey to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned pursuant hereto, and (ii) convey, or cause to be conveyeddischarged any then existing mortgages, lien or deeds of trust arising by, through or under Lessor. There shall be no prorations or adjustments at the closing of a purchase pursuant to this Article 11, except that Basic Rent and all additional rent shall be prorated to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions date of the Property being transferred that have not theretofore been disbursedclosing. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all All charges incident to such conveyancepurchase, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counselincluding, and without limitation, escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, title insurance premiums and all applicable transfer taxes (not including any income, capital gain or franchise taxes of Lessor) which may be imposed by reason of such conveyance purchase and the delivery of said deed and other instruments (collectively, the "Closing Costs")shall be paid one-half by each of Lessee and Lessor. Upon the completion of any the purchase of the Property Premises pursuant to this Section 15Article XI, but not prior theretothereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Lessor), this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction terminate, except with respect to obligations and liabilities of the Lessee (hereunder, actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date completion of purchase. In addition to the deed, Lessor shall deliver an ALTA Statement, Non-Foreign Certificate, Plat Act Affidavit, if required, a Disclosure Document under the Illinois Responsible Property Transfer Act, if required, a Release from the Illinois Department of Revenue, if required, and except transfer tax declarations in required form. The transaction shall be closed through a deed and money escrow in the customary form of escrow instructions then in use by the title insurer with changes as elsewhere provided herein. (c) If less than all of the Property is purchased, this Lease shall remain are required in full force and effect as order to conform to the remaining portions terms of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A"this Section 11.2.

Procedure upon Purchase. On or prior to the Purchase Date, the Company will deposit with the Trustee or with one or more paying agents (aor, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.04(b)) an amount of money sufficient to pay on the Purchase Date all the Debentures to be purchased on such date at the appropriate repurchase price, together with accrued interest to (but not including) the Purchase Date; provided, however, that if such payment is made on the Purchase Date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. Payment for Debentures surrendered for purchase (and not withdrawn) prior to the Purchase Date will be made promptly (but in no event more than five (5) Business Days) following the Purchase Date by mailing checks for the amount payable to the holders of such Debentures entitled thereto as they shall appear on the registry books of the Company. If the Lessee shall deliver (paying agent holds money or is deemed securities sufficient to have delivered) an Offer pay the repurchase price of all Debentures to be purchased on such Purchase under Section 14(a)(i), the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or, if the Company is acting as its own paying agent, such money or such earlier date during the last six (6securities have been set aside, segregated and held in trust as provided in Section 5.04(b)) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given pursuant to subsection 14(a)(ii), (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; within two (2) in Business Days following the case of an Offer Purchase Date, then, on and after such Business Day, the Debentures shall cease to Purchase be outstanding, interest (covering either and Liquidated Damages, if any) shall cease to accrue, whether or not the Debentures are delivered to the paying agent, and all other rights of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor Debentureholder under this Indenture and the Lessee. On the Closing DateDebentures shall terminate, upon receipt of the Offer Purchase Price, the Lessor shall convey, or cause to be conveyed, the Property or applicable portion thereof (or, in the case of Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable limited or special warranty deed and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to by the Lessee). (b) On the Closing Date, the Lessee shall pay, or cause to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A", together with all Net Rent, Additional Rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price"), and the Lessor shall simultaneously (i) deliver to the Lessee or its designee the instruments referred to in this Section 15 with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to convey to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions repurchase price thereof upon delivery of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all charges incident to such conveyance, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counsel, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, and all applicable transfer taxes which may be imposed by reason of such conveyance and the delivery of said instruments (collectively, the "Closing Costs"). Upon the completion of any purchase of the Property pursuant to this Section 15, but not prior thereto, this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction except with respect to obligations and liabilities of the Lessee (actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date of purchase, and except as elsewhere provided hereinDebentures. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".

Procedure upon Purchase. (a) If the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), purchase the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given Premises pursuant to subsection 14(a)(ii), (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(vSection 6.01(d) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) Section 6.02 of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Datethis Lease, upon receipt of the Offer Purchase Price, the Lessor shall convey, convey or cause to be conveyedconveyed title thereto by special warranty deed, free of any mortgage imposed by Lessor and subject only to this Lease, the Property or applicable portion thereof (or, in the case of Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable limited or special warranty deed and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear lien of any conveyancetaxes, mortgageexceptions subject to which the Premises were conveyed to Lessor, lease, exceptions created or Lien consented to or other adverse interest existing by reason of any kind created action or caused inaction by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to by the Lessee)Lessee and all Legal Requirements. (b) On Upon the Closing Datedate fixed for any purchase of the Premises pursuant to Section 6.01(d) or 6.02 of this Lease, the Lessee shall pay, or cause pay to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase purchase price therefor specified herein in question as defined in Exhibit "A"immediately available funds, together with all Net Basic Rent, Additional Rent additional rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price")date of purchase, and there shall be delivered to Lessee a deed or other conveyance of the Lessor shall simultaneously (i) deliver interests in the Premises then being sold to the Lessee or its designee the instruments referred to in this Section 15 with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to convey evidence the conveyance of title thereto described in Section 6.01(a) and to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned by Lessor pursuant hereto. Lessee acknowledges and understands that any conveyance of the Premises by Lessor to Lessee shall be made on an “As-Is”, “Where-Is” and “With All Faults” basis, and (ii) conveywithout any representations or warranties, express, implied or statutory as to the Premises’ habitability, suitability, marketability, value, fitness for any particular use or purpose, the absence or presence of any latent or patent defects at or within the Premises, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions compliance of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted Premises with any laws (including, without limitation, any environmental laws), and the deed by which Lessor on conveys the Property Premises to Lessee shall contain express language to such effect. (c) There shall be no adjustments at the closing of a purchase pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrumentthis Section 6.01. The Lessee shall also pay, or cause to be paid, pay all charges incident to such conveyanceconveyance and assignment, including including, without limitation, reasonable attorneys' fees of Lessor's counsel and/or Agent's counselfees, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, title insurance premiums and all applicable transfer taxes (not including any income, capital gain or franchise taxes of Lessor) which may be imposed by reason of such conveyance and assignment and the delivery of said instruments (collectively, the "Closing Costs")deed or conveyance and other instruments. Upon the completion of any purchase of the Property pursuant to this Section 15, entire Premises (but not of any lesser interest than the entire Premises) but not prior theretothereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Lessor), this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction terminate, except with respect to obligations and liabilities of the Lessee (hereunder, actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date completion of purchase, and except as elsewhere provided hereinpurchase or which specifically survive the expiration or earlier termination of this Lease. (cd) If less than all Prior to marketing the Premises for sale, Lessor shall give Lessee written notice of its desire to sell the Premises, and shall grant Lessee thirty (30) days from the date of such written notice to make an offer for the purchase of the Property is purchasedPremises (if Lessee desires to do so), which offer Lessor may accept or reject in its sole discretion. If Lessor does not receive Lessee’s written offer on or before expiration of such thirty (30) day period, then Lessor shall be free to market, contract for and ultimately sell the Premises without liability or obligation to Lessee. If Lessor does receive the Lessee’s written offer within such thirty (30) day period, but the parties cannot agree on the purchase price, then Lessor shall be free to market, contract for and ultimately sell the Premises without liability or obligation to Lessee so long as the ultimate purchase price exceeds that offered by Lessee. However, if Lessor fails to close on the sale of the Premises to a third party for a purchase price that exceeds that offered by Lessee within 365 days of Lessor’s rejection of Lessee’s offer or Lessee’s withdrawal of its written offer to purchase the Premises, then Lessor must restart the first offer procedure under this Lease subparagraph with Lessee. Upon agreement of the purchase price, the parties shall remain enter into a reasonable purchase agreement incorporating the terms set forth in full force subsections 6.01(a), 6.01(b), and effect as Section 6.01(c) above which shall also give Lessee 45 days to obtain financing for the purchase. Closing will take place on the earlier of 15 days of Lessee obtaining a written commitment for financing or 60 days from the date of the purchase agreement. Notwithstanding anything in this subsection 6.01(d) to the remaining portions contrary, Lessee’s right of first offer contained herein shall be expressly subject, subordinate and inferior to any mortgage or other security instrument granted or entered into by Lessor in connection with the Propertyloan by which Lessor acquired the Premises from GAMI, L.P., and any mortgage or other security instrument hereafter placed upon the Net Rent shall Premises by Lessor, and to any and all advances made or to be adjusted as provided for on Exhibit "A"made thereunder, to the interest thereon, and all renewals, replacements and extensions thereof.

Procedure upon Purchase. (a) If In the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), the closing event of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (Leased Premises or such earlier date during the last six (6) months of the Term as may be designated any portion thereof by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given Tenant pursuant to subsection 14(a)(ii)any provision of this Lease, (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer Landlord need not transfer and convey to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor shall convey, or cause to be conveyed, the Property or applicable portion thereof (or, in the case of Condemnation, the remaining portion thereof) to the Lessee Tenant or its designee any better title thereto than existed on the date of the commencement of this Lease, and Tenant shall accept such title, subject, however, to all liens, encumbrances, charges, exceptions, and restrictions on, against, or relating to the Leased Premises and to all applicable Laws, but free of the lien of and security interest created by an appropriate recordable limited or special warranty deed any Mortgages, and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyanceliens, mortgageencumbrances, leasecharges, exceptions, and restrictions which have been created by or resulted from acts of Landlord during the term of this Lease which were not consented to, requested by, or Lien resulting from the acts or other adverse interest omissions of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to by the Lessee)Tenant. (b) On Upon the Closing Date for any such purchase by Tenant of the Leased Premises or any portion thereof pursuant to any provisions of this Lease, Tenant shall pay to Landlord, or to any persons designated by Landlord in a written notice delivered by Landlord to Tenant not less than three (3) days prior to the Closing Date, the Lessee shall payby certified check, bank check, or cause to be paidin federal funds, to or electronic equivalent as Landlord may designate, at Landlord's address set forth above, or at any other place within the Lessor continental United States designated by Landlord, the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A", together with all Net Rent, Additional Rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price")Price therefor specified herein, and the Lessor following shall simultaneously then occur: (i) Landlord shall deliver to Tenant a deed which describes the Lessee Leased Premises or the portion thereof then being sold to Tenant, and conveys and transfers the title thereto which is described in subsection 23(a) above; (ii) Landlord shall deliver to Tenant such other instruments as shall be necessary to transfer to Tenant or its designee the instruments referred to in this Section 15 with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to convey to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned sold by Landlord to Tenant pursuant heretoto this Lease; (iii) Tenant shall pay (or reimburse Landlord for) all costs, fees, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all charges incident to such conveyanceconveyance and transfer, including including, without limitation, reasonable attorneys' fees of Lessor's counsel and/or Agent's counselfees, and escrow fees, recording fees, any feestitle insurance premiums, costs or expenses incurred by the Lessor or Agent in connection with the samemortgage prepayment penalties, and all applicable transfer federal, state, and local taxes (other than any income or franchise taxes levied upon or assessed against Landlord) which may be incurred or imposed by reason of such conveyance and transfer and by reason of the delivery and/or recording of said instruments such deed and such other instruments. (collectively, the "Closing Costs"). iv) Upon the completion of any the purchase of the Property Leased Premises pursuant to this Section 15the provisions hereof and the payment of the Purchase Price and all other amounts due Landlord, but not prior theretothereto (unless any delay in the completion of or the failure to complete such purchase shall be the fault of Landlord within the Landlord's reasonable control), this Lease and all obligations hereunder (including the obligations to pay the Minimum Rental and additional charges) shall terminate with respect to the Property or the applicable portions thereof affected by such transaction Leased Premises, except with respect to actual or contingent obligations and liabilities of the Lessee (actual or contingent) (i) Tenant under Section 8 hereof, and (ii) this Lease which have arisen with respect to the Property arose on or prior to such date of purchase, and except as elsewhere provided hereinClosing Date. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".

Procedure upon Purchase. (a) If the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), purchase the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given Premises pursuant to subsection 14(a)(ii)Section 6.02 of this Lease, (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor shall convey, convey or cause to be conveyedconveyed title thereto by special warranty deed, and subject only to this Lease, the Property or applicable portion thereof (or, in the case of Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable limited or special warranty deed and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear lien of any conveyancetaxes, mortgageexceptions subject to which the Premises were conveyed to Lessor, lease, exceptions created or Lien consented to or other adverse interest existing by reason of any kind created action or caused inaction by Lessee and all Legal Requirements, except Lessor shall satisfy any mortgage or deed of trust imposed on the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to Premises by the Lessee)Lessor. (b) On Upon the Closing Datedate fixed for any purchase of the Premises pursuant to Section 6.02 of this Lease, the Lessee shall pay, or cause pay to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase purchase price therefor specified herein in question as defined in Exhibit "A"immediately available funds, together with all Net Basic Rent, Additional Rent additional rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price")date of purchase, and the Lessor there shall simultaneously (i) deliver be delivered to the Lessee a special warranty deed, or its designee equivalent, or other conveyance of the instruments referred interests in the Premises then being sold to in this Section 15 with respect to the Property or the applicable portions thereof Lessee and any other instruments reasonably necessary to convey evidence the conveyance of title thereto described in Section 6.01(a) and to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned by Lessor pursuant hereto, and . (iic) convey, or cause to There shall be conveyed, to no adjustments at the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions closing of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property a purchase pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrumentthis Section 6.01. The Lessee shall also pay, or cause to be paid, pay all charges incident to such conveyanceconveyance and assignment, including including, without limitation, reasonable attorneys' fees of Lessor's counsel and/or Agent's counselfees, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, title insurance premiums and all applicable transfer taxes (not including any income, capital gain or franchise taxes of Lessor) which may be imposed by reason of such conveyance and assignment and the delivery of said instruments (collectively, the "Closing Costs")deed or conveyance and other instruments. Upon the completion of any purchase of the Property pursuant to this Section 15, entire Premises (but not of any lesser interest than the entire Premises) but not prior theretothereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Lessor), this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction terminate, except with respect to obligations and liabilities of the Lessee (hereunder, actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date completion of purchase, and except as elsewhere provided herein. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".

Procedure upon Purchase. (a) If the Lessee shall deliver (or is deemed purchase Lessor's interest in the Premises pursuant to have delivered) an Offer to Purchase under Section 14(a)(i)this Lease, Lessor shall convey title thereto as it existed on the closing date of the Lessee's purchase commencement of the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwiseterm hereof, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given pursuant to subsection 14(a)(ii), (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor shall convey, or cause to be conveyed, the Property or applicable portion thereof (or, in the case of Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable limited shall accept such title, subject, however, to (i) all charges, liens, security interests and encumbrances attaching thereto on or special warranty deed and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind after such date which shall not have been created or caused suffered by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as which shall be consented to by Lessee and (ii) all applicable laws, regulations, ordinances and Permitted Encumbrances, but free of charges, liens, security interests and encumbrances resulting from acts of Lessor taken without the consent of Lessee), and the Mortgage, except that in regard to a purchase pursuant to paragraph 13, the purchase price shall be reduced by (i) the amount of principal and interest, if any, paid by Lessee if Lessee discharges the Mortgage pursuant to paragraph 13, or by (ii) the outstanding principal and interest secured by the Mortgage as of the date of purchase if Lessee assumes the indebtedness secured by the Mortgage pursuant to paragraph 13. (b) On Upon the Closing Datedate fixed for any purchase of Lessor's interest in the Premises hereunder, the Lessee shall pay, or cause pay to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A", purchase price therefor specified herein together with all Net Basic Rent, Additional Rent additional rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price")date of purchase, and the Lessor shall simultaneously (i) deliver to Lessee a proper deed of conveyance with Special Warranty of Title of Lessor's interest in the Premises then being sold to Lessee or its designee the instruments referred to in this Section 15 with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to convey the title thereto described in paragraph 14(a) and to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned by Lessor pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, pay all charges incident to such conveyanceconveyance and assignment, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counselfees, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, title insurance premiums and all applicable transfer taxes (other than any income or franchise taxes of Lessor) which may be imposed by reason of such conveyance and assignment and the delivery of said instruments (collectively, the "Closing Costs")conveyance and other instruments. Upon the completion of any such purchase of Lessor's entire interest in the Property pursuant to this Section 15, Premises but not prior thereto, this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction terminate, except with respect to obligations and liabilities of the Lessee (hereunder, actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date of purchase, and except as elsewhere provided herein. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".

Procedure upon Purchase. (a) If Tenant shall purchase the Lessee shall deliver (Premises or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a any portion of the Property given thereof pursuant to subsection 14(a)(ii)this Lease, (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor Landlord shall convey, convey or cause to be conveyedconveyed title thereto, the Property or applicable portion thereof (or, state of which shall be at least as good as the state of title which existed in Landlord with respect to Landlord's interests in the case Premises on the date on which this Lease commenced, except for liens and encumbrances created by, through, under or with the consent of CondemnationTenant, the remaining portion thereof) to the Lessee and Tenant or its designee by an appropriate recordable limited or special warranty deed shall accept such title, subject, however, to the condition of the Premises on the date of purchase, the Permitted Exceptions, all liens and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind encumbrances created or caused by the Lessor or any person claiming by, through through, under or under with the Lessor consent of Tenant and all applicable Legal Requirements, but not otherwise (except as consented to by free of the Lessee)lien of the Indenture and of liens, and encumbrances resulting from acts of Landlord taken without the consent of Tenant. (b) On Upon the Closing Datedate fixed for any purchase of any interests in the Premises or any portion thereof hereunder, Tenant shall, by wire transfer of immediately available funds, pay to Landlord, or as Landlord may direct in writing, the Lessee shall pay, or cause to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A"purchase price therefor specified herein, together with all Net Basic Rent, Additional Rent Rent, the Make Whole Premium (as hereinafter defined), if applicable, and other sums then accrued or due and payable hereunder relating with respect to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up Premises to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price")date of purchase, and there shall be delivered to Tenant a warranty deed to or other conveyance of the Lessor shall simultaneously (i) deliver interests in the Premises or portion thereof then being sold to the Lessee or its designee the instruments referred to in this Section 15 with respect to the Property or the applicable portions thereof Tenant and any other instruments reasonably necessary to convey the title thereto described in Section 3.1(a) and to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned by Landlord pursuant hereto. In addition, and (ii) conveyon the date fixed for purchase, Landlord shall deliver or cause to be conveyed, delivered to Tenant all Compensation (as hereinafter defined) or other condemnation or insurance proceeds held by Landlord or Lender or their designees net of any and all costs incurred by Landlord or Lender in connection with the Lessee or its designee any Net Proceeds and/or the right to receive the collection of same attributable to the portions of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement and Landlord shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, assign or cause to be paidassigned to Tenant all right, title and interest of such parties to the Compensation. All such transfer and assignment documentation shall be reasonably acceptable to Tenant provided, however, that any failure of any such documentation to be acceptable to Tenant shall in no event affect Tenant's obligations under this Lease. Tenant shall pay, on an after-tax basis, (i) all charges incident to such conveyanceconveyance and assignment, including reasonable attorneys' fees of Lessor's including, without limitation, counsel and/or Agent's counselfees, and escrow fees, recording fees, any feestitle insurance premiums, costs or expenses incurred by the Lessor or Agent in connection with the same, transfer taxes and all other applicable transfer taxes (other than any income or franchise taxes of Landlord) which may be imposed by reason of such conveyance and assignment and the delivery of said instruments deed or conveyance and other instruments, (collectivelyii) all costs and expenses incurred by Landlord in connection with a defeasance of all or any portion of the indebtedness secured by the Indenture, including, without limitation, reasonable attorneys' fees and expenses of Landlord, Lender and the "Closing Costs"Rating Agencies (as hereinafter defined), any revenue, documentary stamp or intangible taxes, or any other tax or charge due in connection with the transfer or creation of the note or notes which evidence the indebtedness secured by the Indenture or the defeased indebtedness(but in no event any income taxes payable by said parties), and (iii) all costs and expenses associated with the release of the lien of the Indenture. Upon the completion of any purchase of the Property pursuant to this Section 15, entire Premises (but not of any lesser interest than the entire Premises) but not prior theretothereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Landlord), this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction Premises, except with respect to obligations and liabilities of the Lessee (Tenant hereunder, actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date completion of purchase. The "MAKE WHOLE PREMIUM" shall have the meaning set forth in the Indenture, or if not defined in the Indenture, shall mean the amount which Landlord is obligated to pay in excess of outstanding principal and accrued interest in connection with a prepayment or defeasance of the Indenture, which prepayment or defeasance arises as a result of the event giving rise to the Make Whole Premium. To the extent that any provisions of this Lease require Tenant to pay sums then accrued or due and payable hereunder with respect to the Premises on a Lease Termination Date (as hereinafter defined), and except as elsewhere provided herein. if such Lease Termination Date occurs on other than a Payment Date, such accrued amounts shall include all Basic Rent from the immediately preceding Payment Date through the Lease Termination Date (c) If less than all of allocated on a per diem basis based on a 360 day year for the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, annual Basic Rent and the Net Rent shall be adjusted as provided for on Exhibit "A"actual number of days elapsed).

Procedure upon Purchase. (a) If the Lessee Tenant shall deliver (purchase one or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given more Projects pursuant to subsection 14(a)(ii)this Lease, (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor Landlord shall convey, convey or cause to be conveyedconveyed title thereto on an "as is, where is" basis and without recourse to or warranty by the Property or applicable portion thereof (orLandlord, in the case of Condemnation, the remaining portion thereof) to the Lessee and Tenant or its designee by an appropriate recordable limited or special warranty deed shall accept such title, subject to the condition of the applicable Project on the date of purchase, the Permitted Exceptions, all liens and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind encumbrances created or caused by the Lessor or any person claiming by, through through, under or under with the Lessor consent of Tenant and all applicable Legal Requirements (including, without limitation, the power of eminent domain), and subject to the same disclaimers as set forth in Section 1.1 (b), but not otherwise (except as consented to by free of the Lessee)lien of the Indenture and of liens and encumbrances resulting from acts of Landlord taken without the consent of Tenant. (b) On Upon the Closing Datedate fixed for any purchase of any Project, Tenant shall, by wire transfer of immediately available funds, pay to Landlord, or as Landlord may direct in writing, the Lessee shall pay, or cause to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A"purchase price therefor specified herein, together with all Net Basic Rent, Additional Rent Rent, the Make Whole Premium (as hereinafter defined), if applicable, and other sums then accrued or due and payable hereunder relating under this Lease with respect to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up applicable Project to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price")date of purchase, and there shall be delivered to Tenant a deed to or other conveyance of the Lessor shall simultaneously (i) deliver to the Lessee or its designee the instruments referred to interests in this Section 15 with respect to the Property or the applicable portions Project or portion thereof then being sold to Tenant and any other instruments reasonably necessary to convey the title thereto described in Section 3.1(a) and to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned by Landlord pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement Tenant shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paidon an after-tax basis, (i) all charges incident to such conveyanceconveyance and assignment, including including, without limitation, reasonable attorneys' fees of Lessor's counsel and/or Agent's counselfees, and escrow fees, recording fees, any feestitle insurance premiums, costs or expenses incurred by the Lessor or Agent in connection with the same, transfer taxes and all other applicable transfer taxes (other than any income or franchise taxes of Landlord) which may be imposed by reason of such conveyance and assignment and the delivery of said instruments deed or conveyance and other instruments, (collectivelyii) all costs and expenses (other than the Make Whole Premium) incurred by Landlord in connection with a defeasance of all or any portion of the indebtedness secured by the Indenture, including, without limitation, reasonable attorneys' fees and expenses of Landlord, Lender and the "Closing Costs"Rating Agencies (as hereinafter defined), any revenue, documentary stamp or intangible taxes, or any other tax or charge due in connection with the transfer or creation of the note or notes which evidence the indebtedness secured by the Indenture or the defeased indebtedness, and (iii) all costs and expenses associated with the release of the lien of the Indenture from the applicable Project. Upon the completion of any purchase of the Property pursuant to this Section 15, an entire Project (but not of any lesser interest than an entire Project) but not prior theretothereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Landlord), this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction Project, except with respect to obligations and liabilities of the Lessee (Tenant under this Lease, actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date completion of purchasepurchase or which, pursuant to the provisions of this Lease, survive such termination. The "Make Whole Premium" shall have the meaning set forth in the Indenture, or if not defined in the Indenture, shall mean the amount which Landlord is obligated to pay in excess of outstanding principal and accrued interest in connection with a full or partial prepayment or defeasance of the Indenture, which prepayment or defeasance arises as a result of the event giving rise to the Make Whole Premium; provided that notwithstanding any other provision of this Lease to the contrary, Tenant shall not be liable to Landlord or Lender for any Make Whole Premium in the event of a purchase by Tenant of a Project pursuant to a Rejectable Offer (as hereinafter defined) in the event of a Major Casualty or Major Condemnation (as hereinafter defined). To the extent that the provisions of this Lease require Tenant to pay sums then accrued or due and payable under this Lease with respect to a Project on a Lease Termination Date (as hereinafter defined) and such Lease Termination Date does not occur on a Payment Date, such accrued amounts shall include all Basic Rent allocated to the applicable Project (such amount to be determined by multiplying the then annual Basic Rent by a fraction, the numerator of which is the allocated adjustment amount allocated to the applicable Project in Schedule G attached hereto and made a part hereof, and except as elsewhere provided herein. the denominator of which is the aggregate amount allocated in Schedule G to all Projects then subject to this Lease) from and including the immediately preceding Payment Date, through and including such Lease Termination Date (callocated on a per diem basis based on a 360-day year for the annual Basic Rent and the actual number of days elapsed) If less plus any additional interest (which may include interest attributable to a period subsequent to the Lease Termination Date if such Lease Termination Date is other than all the first day of a month (or such other date in which a loan payment is due under the Loan Agreement)) or other expenses payable under the Loan in connection with prepayment of the Property is purchasedLoan. Tenant acknowledges that, notwithstanding certain provisions permitting rights of purchase or substitution in connection with a Major Casualty, a Major Condemnation or a Project becoming Economically Obsolete, this Lease shall remain in full force is a single unitary master lease, that the entering into by Tenant of this single, unitary master lease was a material inducement to Landlord to purchase the Projects from the Seller and effect that Landlord would not have purchased any Project independently or the Projects as to a whole without the remaining portions inducement of the Propertythis single, and the Net Rent shall be adjusted as provided for on Exhibit "A"unitary master lease.

Procedure upon Purchase. On or prior to the Purchase Date, the Company will deposit with the Trustee or with one or more paying agents (aor, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.04(b)) an amount of money sufficient to pay on the Purchase Date all the Debentures to be purchased on such date at the appropriate repurchase price, together with accrued interest to, but excluding, the Purchase Date; provided, however, that if such payment is made on the Purchase Date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m., New York City time, on such date. Payment for Debentures surrendered for purchase (and not withdrawn) will be made on the later of the Purchase Date and the date on which such Debentures are delivered for repurchase by mailing checks for the amount payable to the holders of such Debentures entitled thereto as they shall appear on the registry books of the Company. If the Lessee shall deliver (paying agent holds money or is deemed securities sufficient to have delivered) an Offer pay the repurchase price of all Debentures to Purchase under Section 14(a)(i), the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given pursuant to subsection 14(a)(ii), (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; purchased within two (2) in the case Business Days of an Offer to such Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor shall convey, or cause to be conveyed, the Property or applicable portion thereof (or, if the Company is acting as its own paying agent, such money or securities have been set aside, segregated and held in trust as provided in Section 5.04(b)) then, immediately after the case of Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable limited or special warranty deed and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to by the Lessee). (b) On the Closing Purchase Date, the Lessee Debentures shall pay, or cause cease to be paidoutstanding, interest shall cease to accrue, whether or not the Debentures are delivered to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A"paying agent, together with and all Net Rent, Additional Rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all rights of the Property, all such sums attributable both to the portions of the Property being transferred Debentureholder under this Indenture and the remaining portions of the Property) up to and including such Closing DateDebentures shall terminate, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price"), and the Lessor shall simultaneously (i) deliver to the Lessee or its designee the instruments referred to in this Section 15 with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to convey to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or except the right to receive the same attributable to the portions repurchase price thereof upon delivery of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all charges incident to such conveyance, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counsel, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, and all applicable transfer taxes which may be imposed by reason of such conveyance and the delivery of said instruments (collectively, the "Closing Costs"). Upon the completion of any purchase of the Property pursuant to this Section 15, but not prior thereto, this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction except with respect to obligations and liabilities of the Lessee (actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date of purchase, and except as elsewhere provided hereinDebentures. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".

Procedure upon Purchase. (a) If the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given pursuant to subsection 14(a)(ii), (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor shall convey, or cause to be conveyed, the Property or applicable portion thereof (or, in the case of Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable limited or special warranty deed and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to by the Lessee). (b) On the Closing Date, the Lessee shall pay, or cause to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A", together with all Net Rent, Additional Rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price"), and the Lessor shall simultaneously (i) deliver If Landlord shall reject any Purchase offer not later than the tenth (10th) day prior to the Lessee Termination Date or its designee the instruments referred to purchase date specified in this Section 15 with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to convey to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all charges incident to such conveyance, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counsel, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, and all applicable transfer taxes which may be imposed by reason of such conveyance and the delivery of said instruments (collectively, the "Closing Costs"). Upon the completion of any purchase of the Property pursuant to this Section 15, but not prior theretoPurchase Offer, this Lease shall terminate with respect to the Property or the applicable portions thereof affected by on such transaction date (except with respect to obligations and liabilities of the Lessee (Tenant under this Lease, actual or contingent, which have arisen on or prior to such termination), upon payment by Tenant of the Minimum Rent, Percentage Rent and all other sums then due and payable hereunder to and including the date of termination without offset or deduction for any reason. No rejection of an offer shall be effective for any purpose unless consented to in writing by each Mortgagee. Upon a purchase of the Leased Premises pursuant to paragraph 8.b. and the payment to the Landlord of the Purchase Price in an -------------- amount equal to the greater of (x) the purchase price originally paid by Landlord for Landlord's acquisition of the Leased Premises or (iy) the outstanding amount due under Section 8 hereofeach Mortgage, Landlord shall convey the Leased Premises and all its right, title and interest in and to the Net Award (whether or not such Award shall have been received by Landlord) to Tenant or its designee. (ii) If the Leased Premises or any part thereof shall be purchased by Tenant pursuant to any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than existed on the Commencement Date of this Lease. Tenant shall accept such title, subject to such liens, encumbrances, charges, exceptions and restrictions on, against or relating to the Leased Premises (including those arising pursuant to the terms of this Lease) and to all applicable laws, regulations and ordinances, but free of the Mortgage and all other mortgages, liens, encumbrances, charges, exceptions and restrictions which shall have arisen been created by or resulted from acts of Landlord. (iii) on the date fixed for any such purchase, Tenant shall pay to Landlord, at any place designed by Landlord, the Purchase Price in an amount equal to the greater of (x) the purchase price originally paid by Landlord for Landlord's acquisition of the Leased Premises or (y) the outstanding amount due under each Mortgage, together with all installments of Minimum Rent, Percentage Rent and all other sums then due under this Lease and unpaid to and including the date of purchase without offset or deduction for any reason, and Landlord shall deliver to Tenant a warranty deed conveying title to the Leased Premises and describing the Leased Premises or portion thereof being sold and conveying the title thereto, together with such instruments as shall be necessary to transfer to Tenant or its designee any other property then required to be transferred by Landlord pursuant to this Lease. Tenant shall pay all charges incident to such conveyance and transfer, including counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local taxes (other than any income or franchise taxes levied upon or assessed against Landlord) which may be incurred or imposed by reason of such conveyance and transfer. (iv) Upon the completion of such purchase, but not prior thereto (whether or not any delay in the completion of, or the failure to complete, such purchase shall be the fault of Landlord) , this Lease and all obligations hereunder (including the obligations to pay Minimum Rent and Percentage Rent) shall terminate, except with respect to the Property (1) obligations and liabilities of Tenant, actual or contingent, under this Lease which arose on or prior to such date of purchase, and except as elsewhere provided herein(2) those obligations of Tenant contained in paragraph 7.c. hereof or (3) any other -------------- obligations of Tenant which are intended to survive a termination of this Lease. (c) If less than all 10. Paragraph 10.b. of the Property Lease is purchased, this Lease shall remain hereby deleted in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A"its entirety.

Procedure upon Purchase. (a) If the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), The date of the closing of the Lessee's purchase of the Property (the "Closing Date") shall be (i) on the Expiration Date pursuant to paragraph 27 hereof or (ii) if the Lessee shall deliver (or such earlier date during the last six (6shall be deemed to have delivered) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given pursuant to subsection 14(a)(ii)paragraph 14(a) hereof or an HCL Termination Notice pursuant to paragraph 14A(a) hereof, on the next scheduled Payment Date following the date of Lessor's acceptance or deemed acceptance of such Offer to Purchase, (iii)) if the Lessee shall deliver (or be deemed to have 19 23 delivered) an Offer to Purchase pursuant to paragraphs 12(b) or 13(b) hereof or Section 7.04 of the Participation Agreement, on the fifteenth day following the date of Lessor's acceptance or deemed acceptance of such Offer to Purchase, or (iv) if the Lessee shall deliver (or be deemed to have delivered) an Offer to Purchase pursuant to paragraph 19(h), on the Payment Date specified in fifth day following the Partial Termination Notice, Early Termination Notice, date of Lessor's acceptance or Termination Notice, as applicable; (2) in the case deemed acceptance of an such Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the LesseePurchase. On the Closing Date, upon receipt by the Trustee (on behalf of the Lessor) of the Offer Purchase Price (or in the case of an HCL Termination, the HCL Purchase Price), the Lessor shall convey, or cause to be conveyed, the Property (or applicable portion thereof thereof) (or, in the case of Casualty or Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable limited assignment or special warranty termination of the Ground Lease (or appropriate portion thereof) and an appropriate recordable deed and other appropriate conveyance documents bill xx sale to the Improvements, in each case containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, lease or Lien or other adverse interest of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except Permitted Encumbrances and as consented to or created or caused by the LesseeLessee and except as to any interest created by the Lessor upon the exercise of any right hereunder upon any Default, Event of Default, Unwind Event, Environmental Trigger or upon the delivery of a Termination Notice or a Lessor Termination Notice). (b) On the Closing Date, the Lessee shall pay, or cause to be paid, to the Lessor Trustee (on behalf of the "Acquisition Price" Lessor) (i) in the case of an Offer to Purchase, the Termination Value for the Property or the portion(s) thereof covered by Property, as specified in the Offer to Purchase in question as defined in Exhibit "A"related thereto, together with and all Net Fixed Rent, Additional Rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) Date (such amounts, plus all amounts payable by Lessee pursuant to the following sentenceClosing Costs, are herein referred to as the "Offer Purchase Price")) and (ii) in the case of an HCL Termination, the Allocated Termination Value for the HCL Improvements and VCMI's leasehold interest in the HCL Parcel, and all Fixed Rent, Additional Rent and other sums then due and payable hereunder and under the other Operative Documents relating to such portion of the Property up to and including the Closing Date (such amounts, plus all Closing Costs, are herein referred to as the "HCL Purchase Price"). The Lessor shall simultaneously (i) deliver to the Lessee or its designee the instruments referred to in this Section 15 paragraph 15(a) above with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to assign and convey to the Lessee or its designee the Property (or in the applicable portions thereof case of an HCL Termination, the HCL Improvements and VCMI's leasehold interest in the HCL Parcel) and assign any other property then required all Facility Agreements related to be assigned pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all charges incident to such conveyance, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counsel, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, and all applicable transfer taxes which may be imposed by reason of such conveyance and the delivery of said instruments (collectively, the "Closing Costs"). Upon the completion of any purchase of the Property pursuant to this Section 15, but not prior thereto, this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction except with respect to obligations and liabilities of the Lessee (actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date of purchase, and except as elsewhere provided herein. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".or

Procedure upon Purchase. (a) If the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), The date of the closing of the Lessee's (or ----------------------- its designee's) purchase of the Mill II Property (the "Closing Date") shall be ------------ (i) on the Expiration Date pursuant to paragraph 27 hereof, or (ii) if the Lessee shall deliver (or such earlier date during the last six (6shall be deemed to have delivered) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given pursuant to subsection 14(a)(iiparagraph 14(a) hereof, on the next scheduled Payment Date following the date of Lessor's acceptance or deemed acceptance of such Offer to Purchase, or (iii) if the Lessee shall deliver (or be deemed to have delivered) an Offer to Purchase pursuant to paragraphs 12(b), (iii12(c) or 13(d), on the fifteenth day following the date of Lessor's acceptance or deemed acceptance of such Offer to Purchase, or (iv) if the Lessee shall pay the Offer Purchase Price pursuant to paragraph 19(h), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all date of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) Lessor's receipt of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the LesseePrice. On the Closing Date, upon receipt by the Agent of the Offer Purchase Price, the Lessor shall convey, or cause to be conveyed, the Mill II Property or applicable portion thereof (or, in the case of Casualty or Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable assignment of the leasehold interest in the Mill II Parcel, limited or special warranty deed and xxxx of sale to Mill II, the Mill II Improvements and the Mill II Alterations and assignment of the Facility Agreements (other appropriate conveyance documents than the rights of the Lessor to any indemnities thereunder), in each case containing no representation or warranty (expressed or implied) except that the Mill II Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to by the Lessee)Liens. (b) On the Closing Date, the Lessee shall pay, or cause to be paid, to the Lessor Agent (on behalf of the "Acquisition Price" Lessor) the Termination Value for the Property or the portion(s) thereof covered by Mill II Property, as specified in the Offer to Purchase in question as defined in Exhibit "A"related thereto, together with and all Net Fixed Rent, Additional Rent and other sums then due and payable hereunder and under the other Operative Documents relating to the Mill II Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) Date (such amounts, plus all amounts payable by Lessee pursuant to the following sentenceClosing Costs, are herein referred to as the "Offer Purchase Price"), and the Lessor shall simultaneously (i) deliver -------------------- to the Lessee or its designee the instruments referred to in this Section 15 paragraph 15(a) above with respect to the Mill II Property or the applicable portions thereof and any other instruments reasonably necessary to assign and convey to the Lessee or its designee the Mill II Property or the applicable portions thereof and assign all Facility Agreements related to the Mill II Property (other than any rights of the Lessor to any indemnities thereunder) and any other related property then required to be assigned pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds related to the Mill II Property and/or the right to receive the same attributable to same. Additionally, on the portions Closing Date, upon receipt of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Termination Value, Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all charges incident to such conveyance, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counsel, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, and all applicable transfer taxes which may be imposed by reason of such conveyance and the delivery Collateral Agent shall execute the releases and take the other actions described in Section 8.23(b) of said instruments the Participation Agreement. (collectively, the "Closing Costs"). c) Upon the completion of any purchase of the Mill II Property pursuant to this Section paragraph 15, but not prior thereto, this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction except with respect to obligations and liabilities of the Lessee (Lessee, actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Mill II Property or under the Operative Documents on or prior to such date of purchase, and except as elsewhere expressly provided hereinherein or in the other Operative Documents. (cd) If less than Notwithstanding any provisions of this Lease or the Participation Agreement to the contrary, the Lessee shall not be required to acquire title to the Mill II Property until such time that all necessary filings and notifications under the HSR Act or any similar Law shall have been made (including any filing or provision of required additional information or documents) and the waiting period referred to in the HSR Act applicable to such purchase shall have expired or been terminated (without any objection or prohibition of such purchase). The Lessee hereby covenants to use its best efforts to secure the prompt termination of such waiting period without objection or prohibition. Notwithstanding the foregoing, if the Lessee is precluded from acquiring the Mill II Property or any part thereof pursuant to the HSR Act or any similar Law, the Lessee shall pay the Termination Value attributable to the Mill II Property within the time and in the manner described in this paragraph 15 as a consequence of the Lessee's exercise or deemed exercise of its purchase option hereunder. However, if the Lessee pays the Termination Value in compliance with the preceding sentence, then Lessee shall be entitled to continue to lease the Mill II Property is purchased, for an additional rental payment of $1 per annum under the terms and provisions of this Lease shall remain in full force and effect as for an extended term expiring on the earlier to occur of (i) three (3) years from the date the Lessee delivers (or is deemed to have delivered) the Offer to Purchase or (ii) that date that the Lessee is no longer precluded from purchasing the Mill II Property pursuant to the remaining portions HSR Act or any similar Law. If Lessee does not purchase the Mill II Property prior to the expiration of such extended term, then Lessor shall thereafter sell the Mill II Property and distribute the proceeds from such sale in accordance with the Interparty Agreement. If, prior to the voluntary exercise by the Lessee of the Propertypurchase options hereunder, the Lessee is unable to obtain a ruling that a filing under the HSR Act or any similar Law is not required in order to consummate such purchase, then the Lessor shall execute such conditional sales contracts and other documents necessary to permit the Lessee to complete such filing before irrevocably exercising its purchase option. As a condition to executing such conditional sales contracts and other documents, the Lessee shall deliver to the Lessor an agreement obligating the Lessee to fully indemnify the Lessor from all liabilities, damages, costs and expenses arising from the execution of such documents and the Net Rent shall be adjusted as provided for on Exhibit "A"completion of such filing.

Procedure upon Purchase. (a) If Tenant shall purchase the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), the closing of the Lessee's purchase of the Sale Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given pursuant to subsection 14(a)(ii)Section 21.1, (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor Landlord shall convey, convey or cause to be conveyed, the Property or applicable portion thereof (or, in the case of Condemnation, the remaining portion thereof) to the Lessee or its designee conveyed title thereto on as “as is” “where is” basis by an appropriate recordable limited or special warranty deed and other appropriate conveyance documents containing no representation (or warranty (expressed or implied) except that the Property or applicable portion thereof is its jurisdictional equivalent), free and clear of any conveyancemortgage imposed by Landlord or any predecessor and subject only to this Lease, mortgage, lease, or Lien or other adverse interest the lien of any kind taxes, exceptions subject to which the Sale Property was conveyed to Lessor, exceptions created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to or existing by the Lessee)reason of any action or inaction by Tenant and all Laws. (b) On Upon the Closing Datedate fixed for any purchase of the Sale Property pursuant to Section 21.1, Tenant shall pay to Landlord the Lessee shall pay, or cause to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase purchase price therefor specified herein in question as defined in Exhibit "A"immediately available funds, together with all Net Rent, Additional Rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up Landlord to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price")date of purchase, and there shall be delivered to Tenant a deed or other conveyance of the Lessor shall simultaneously (i) deliver interests in the Sale Property then being sold to the Lessee or its designee the instruments referred to in this Section 15 with respect to the Property or the applicable portions thereof Tenant and any other instruments reasonably necessary to convey evidence the conveyance of title thereto. Tenant acknowledges and understands that any conveyance of the Sale Property by Landlord to Lessee Tenant shall be made on an “As-Is,” “Where-Is” and “With All Faults” basis, and without any representations or its designee warranties, express, implied or statutory as to the Property Sale Property’s habitability, suitability, marketability, value, fitness for any particular use or purpose, the absence or presence of any latent or patent defects at or within the Sale Property, or the applicable portions thereof compliance of the Sale Property with any Laws. (c) There shall be no adjustments or prorations at the closing of a purchase pursuant to Section 21.2; and assign any other property then required to be assigned pursuant heretoeach party shall pay the costs, expenses and (ii) conveycharges as set forth in Landlord’s Offer, or cause if not addressed therein, then as customarily allocated to be conveyed, to a seller or buyer (as the Lessee or its designee any Net Proceeds and/or case may be) in the right to receive state in which the same attributable to the portions of the Sale Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all charges incident to such conveyance, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counsel, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, and all applicable transfer taxes which may be imposed by reason of such conveyance and the delivery of said instruments (collectively, the "Closing Costs")is located. Upon the completion of any purchase of the Sale Property pursuant to this Section 15, but not prior theretothereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Landlord), this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction terminate, except with respect to obligations and liabilities of the Lessee (Tenant hereunder, actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date completion of purchase, and except as elsewhere provided hereinpurchase or which specifically survive the expiration or earlier termination of this Lease. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".